일본 회사법상 신주예약권에 관한 연구

Abstract

It’s not difficult nowadays in Japan to find any practical examples applying the ‘stock acquisition right’, codified in §§ 236-294 Japanese Company Act(2005). First of all the ‘stock acquisition right’ plays an important role as investment sweetner in corporate finance sector. Especially, the words ‘equity commitment line’, ‘moving strike price warrant’, ‘rights offering’ or ’private investment in public equities (PIPEs)’ could be easily enumerated nowadays in japanese corporate finance. Secondly the japanese stock acquisition right has been frequently used as a defense tool, easily called as ‘japanese poison pill’, at the hostile M&A situation. The most famous judicial case could be probably the “Bull-dog Sauce” in the year of 2007, when the Supreme Court of Japan confirmed the legitimacy of japanese poison pill. At last the stock acquisition right assumes some variant roles in the japanese business circle such as an incentive tool for the executive compensation or as reward to the shareholder etc. Korean Commercial Code has already codified some examples of stock acquisition right ; they are the sections on the convertible bond (ss. 513-516 KCC), bond with warrant (ss. 516-2 ~ 516-11) and stock option for employee or executive compensation (ss. 340-2 ~ 340-4). But until now it cannot be seen there any regulations on the ‘poinson pill’ or on the ‘dual class stock’, like in many other civilised countries. In the mean time, especially in the aftermath of the famous merger between Samsung C&T and Cheil Industry and in the wake of the shareholder activism from the hedge fund Elliot Management, it is nowadays in Korean business circle urgently needed to codify any sort of ’poison pill’ in its Commercial Code. The author emphasized that the legal institute of ‘stock acquisition right’ in Japanese Company Act(2005) could be helpful thereby.